How to Dissolve an LLC in Pennsylvania

Pennsylvania-Based LLC

When you first formed your Pennsylvania-based LLC, you needed to go through a series of steps in order to ensure that you were officially registered with the state. These steps included creating and filing your Articles of Organization with the Secretary of the Commonwealth so that they could add you to a list of organizations with reporting and tax obligations. These obligations remain in place until your LLC has officially been dissolved: you can’t just stop operating your business and then explain that you didn’t pay any taxes or fees because the business didn’t work out. An experienced business law attorney can help you with this process.

In order to avoid penalties and fines for failure to meet your reporting and tax obligations, there are a series of steps that you need to go through to dissolve your LLC. These steps are also referred to as a “winding up” process, and they include:

  • Holding a meeting of the LLC’s members at which you record a resolution to dissolve. Your original formation documents may outline your LLC’s requirements, or you may apply the state’s terms of unanimous written agreement of all members
  • Filing all required reports with the Pennsylvania Secretary of the Commonwealth
  • Filing all tax returns that are owed to the state’s Department of Revenue
  • Paying any debts that the business has accrued
  • Paying any taxes and fees that the LLC owes to the state
  • Distributing all remaining assets appropriately
  • Closing all business bank accounts
  • Canceling all licenses and permits owned by the business
  • Filing appropriate IRS forms and canceling the LLC’s federal tax ID number

Though these steps may seem like just so much bureaucracy, each one is necessary under Pennsylvania’s business laws. In response to the actions that you take, you will receive a series of essential documents proving that you have completed all of the required steps, including a clearance letter from the state Department of Revenue and Department of Labor and Industry. The process generally takes less than six weeks, at the end of which you will receive a Certificate of Dissolution that you will then file with the state.

For assistance with any of these steps, contact our business law attorneys today to set up an appointment.